Puerto Rico PREPA RSA

THIS NOTICE IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR

A SOLICITATION OF ACCEPTANCE OR REJECTION OF A TITLE III PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE INCORPORATED INTO PROMESA TITLE III BY SECTION 301.

ANY SUCH FUTURE OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROMESA.

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NOTICE TO HOLDERS OF UNINSURED BONDS

of

                                   PUERTO RICO ELECTRIC POWER AUTHORITY

                            (Formerly Puerto Rico Water Resources Authority)

POWER REVENUE BONDS and POWER REVENUE REFUNDING BONDS

(List of CUSIPS Attached as Exhibit A hereto)

Regarding

Opportunity for Uninsured Bondholders to Become Party to

Plan Support and Settlement Agreement

                                “Participation Date”:                           5:00 p.m. ET on November 30, 2023

This notice contains important information of interest to beneficial owners of the subject securities. To the extent applicable, all depositories, custodians, and other intermediaries receiving this notice are requested to expedite re-transmittal to such beneficial owners in a timely manner. AS MORE FULLY DESCRIBED HEREIN, FAILURE TO SIGN THE PLAN SUPPORT AND SETTLEMENT AGREEMENT (AS DEFINED BELOW) AND TO TENDER YOUR BONDS (AS DEFINED BELOW) FOR ASSIGNMENT OF A NEW CUSIP BY THE PARTICIPATION DATE WILL RESULT IN LOSS OF THIS OPPORTUNITY TO SETTLE.

This notice is addressed solely to holders of Bonds (as defined below) issued by the Puerto Rico Electric Power Authority (“PREPA”) that are not insured under a primary insurance policy or secondary insurance policy (the “Uninsured Bonds”) and who are not a party to that certain settlement offer memorandum and settlement agreement, made to all holders of Uninsured Bonds on or around January 27, 2023.

Bonds insured under a primary insurance policy or secondary insurance policy (“Insured Bonds”) are not eligible for the opportunity described herein and their respective Monoline Insurer (other than National Public Finance Guarantee Corporation (“National”), which has executed a separate settlement with PREPA) will be provided with a similar proposal separately. Accordingly, beneficial owners of such Insured Bonds and any custodian holding such Insured Bonds and a related secondary insurance policy are not eligible to sign the Plan Support and Settlement Agreement, should not tender such Insured Bonds, and should not sign the Plan Support and Settlement Agreement in respect of such Insured Bonds.

Parties to that certain settlement offer memorandum and settlement agreement, made to all holders of Uninsured Bonds on or around January 27, 2023 (each a “First Bond Settlement Agreement Party,” and, collectively the “First Bond Settlement Agreement Parties”) are not eligible for the opportunity described herein, and such agreement remains in full force and effect with respect to all First Bond Settlement Agreement Parties. Accordingly, the First Bond Settlement Agreement Parties are not eligible to sign the Plan Support and Settlement Agreement.

Capitalized terms used but not defined in this notice shall have the respective meanings given to them in the Plan Support and Settlement Agreement or Third Amended PREPA Plan (as defined below), as applicable.

Plan Support and Settlement Agreement

The PREPA Title III Case

On July 2, 2017 (the “Petition Date”), the Oversight Board filed a petition for relief for PREPA pursuant to section 304(a) of PROMESA1 with the United States District Court for the District of Puerto Rico (the “Title III Court”), commencing a debt adjustment case under Title III of PROMESA, Case No. 17-bk- 4780-LTS (the “Title III Case”). Pursuant to section 315(b) of PROMESA, the Oversight Board is the Title III representative of PREPA in PREPA’s Title III Case. , the Ove

The Amended Lien & Recourse Challenge
Challenging the Validity of the Bonds

On July 1, 2019, the Oversight Board commenced an adversary proceeding against the Trustee (the “Amended Lien & Recourse Challenge”), by filing a complaint (subsequently amended), styled The Financial Oversight and Management Board for Puerto Rico v. U.S. Bank National Association, Adv. Proc. No. 19-00391-LTS, in which the Oversight Board asserts that the Trustee’s security interest is limited to funds in certain deposit accounts held by the Trustee (the “Lien Scope Counts”) and that the Trustee’s claims with respect to the Bonds are recourse solely to such deposit accounts and are non- recourse (meaning they are not valid claims) against PREPA (the “Recourse Counts”). All filings with respect to the Amended Lien & Recourse Challenge can be found at: https://cases.ra.kroll.com/puertorico/Home-DocketInfo?DocAttribute=4451&DocAttrName=ADVCASENO.19-00391. 

Following the conclusion of briefing and oral argument, on March 22, 2023, the Title III Court issued an opinion on the Amended Lien & Recourse Challenge. [Adv. Proc. No. 19-0391, ECF No. 147] (the “Lien Order”). With respect to the Lien Scope Counts, the Title III Court concluded the Trustee’s security interest is limited to funds actually deposited in certain specified accounts. With respect to the Recourse Counts, the Title III Court concluded the Trustee has an unsecured deficiency claim that has no greater value than the value of future net revenues that would have become collateral upon being deposited in the Sinking Fund and thus payable to the bondholders over the remaining life of the bonds, assuming that a receiver had taken operational control of PREPA and raised rates to the highest level permitted under applicable law (the “Unsecured Net Revenue Claim”).

Subsequently, the parties agreed the Unsecured Net Revenue Claim should be estimated pursuant to Bankruptcy Code § 502(c)(2), and the Court entered a scheduling order to conduct estimation proceedings. [Adv. Proc. No. 19-0391, ECF No. 168]. On June 6–8, 2023, the Court conducted the estimation proceedings to estimate the Unsecured Net Revenue Claim. On June 26, 2023, the Title III Court issued an order estimating the Unsecured Net Revenue Claim at $2,388,000,000. [Adv. Proc. No. 19-0391, ECF No. 315] (the “Recourse Order” and together with the Lien Order, the “Lien & Recourse Orders”).

Certain parties may appeal or otherwise challenge the Lien & Recourse Orders. The Oversight Board may also appeal the Lien Order’s ruling on the Recourse Counts, asserting the bondholders have no unsecured claim against PREPA. If the appellate court were to rule the bondholders have no unsecured claim against PREPA as a result of an appeal by the Oversight Board, bondholders who do not timely join the PSA will receive no recovery under the Plan beyond their share of the Sinking Fund cash.

This settlement offer allows you to settle your (i) Secured Bond Claim for payment in cash of your pro rata share of the funds deposited in the Sinking Fund and (ii) Unsecured Bond Claim for payment in cash or new bonds of forty-four and four tenths’ percent (44.4%) of your pro rata share of the Unsecured Net Revenue Claim.

Holders of Uninsured Bonds (“Uninsured Bondholders”) and Monoline Insurers who execute the PSA and become Supporting Bond Parties on or before 5:00 p.m. ET on November 30, 2023 shall receive, in the form of payment of an Allowed Administrative Expense Claim and not on account of their Allowed Claims, their pro rata share of an RSA fee in the cash amount of $210,040,000 (the “RSA Fee”). The RSA Fee shall be allocated to Classes 3, 5, 7, and 9 in the Third Amended PREPA Plan based on such Class’s pro rata share of PREPA Revenue Bond Claims in such Classes. Holders of the first two-thirds (2/3) of Uninsured Bond Claims in face value amount of PREPA Revenue Bonds who execute the PSA and become Settling Bondholders on or before 5:00 p.m. ET on November 30, 2023, will be entitled to Class 3’s pro rata share of the RSA Fee (i.e. pro rata with the unsecured bond claims of the Monoline Insurers, including National). If less than two-thirds (2/3) in face value amount of PREPA Revenue Bonds within Class 3 become Settling Bondholders, the amount of the RSA Fee allocated to Class 3 left undistributed shall be distributed to National in accordance with Article XII.A of the Third Amended PREPA Plan. Each Monoline Insurer who joins the PSA and National will receive its respective Class’s pro rata share of the RSA Fee. If no other Monoline Insurer joins the PSA in its respective Class, such Class’s entire share of the RSA Fee shall be distributed to National in accordance with Article XII.A of the Third Amended PREPA Plan.

The RSA Fee will be distributed, pro rata, to holders of the first two-thirds (2/3) of Uninsured Bond Claims who execute the PSA, become Settling Bondholders, and provide the required information via Kroll Restructuring Administration LLC’s (“Kroll” or the “Information and Tabulation Agent”) electronic portal (“E-Portal system"), as further described below. Upon submission of the required information via Kroll’s E-Portal system, holders will receive confirmation of their submission via email which will provide the date and time for which the submission is deemed complete.

All questions concerning the timelines, viability, form, and eligibility of any submission will be determined in good faith by the Oversight Board who may waive or reject any defect or irregularity, or permit such defect or irregularity to be corrected within such time as the Board may determine in good faith in connection with the purported execution of the PSA. In addition, the Information and Tabulation Agent shall have no obligation to notify parties of, or cure any defects to, the forms returned in joining the PSA.

The RSA Fee will not be facilitated through the Depository Trust Company (“DTC”), as the holders entitled to the RSA Fee will be determined based solely on the submission of the required documentation through Kroll’s E-Portal system, as described above and further described below. The Information and Tabulation Agent, Kroll Restructuring Administration, LLC, will make the distributions of the RSA Fee to the eligible holders using the wire information provided by each holder within Exhibit E.

Eligible holders entitled to the RSA Fee based on their execution of the PSA will receive their pro rata share of the RSA Fee on the effective date of the PREPA plan even if the executing holders subsequently transfer their Uninsured Bond Claims after execution of the PSA. The RSA Fee does not travel nor transfer with the Uninsured Bond Claims.

Uninsured Bondholders who do not timely join the PSA will receive cash or new bonds in the amount of up to twelve and a half percent (12.5%) of their pro rata share of the Unsecured Net Revenue Claim. However, such Uninsured Bondholders may receive substantially less if the appellate court concludes they have no unsecured claim against PREPA.

Uninsured Bondholders who wish to participate in the PSA must instruct their nominee/bank/broker to tender their Uninsured Bonds through DTC’s ATOP platform by following the instructions further defined below. Additionally, upon confirmation that the Uninsured Bondholder’s bonds have been tendered through ATOP, Uninsured Bondholders must provide the required documentation to the Information and Tabulation Agent according to the procedures outlined below. Please see “Instructions for Entering into the PSA” for additional information.

The PREPA Plan

On March 1, 2023, the Oversight Board filed (i) the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment for the Puerto Rico Electric Power Authority [Case No. 17-4780, ECF No. 3297] (the “Second Amended Disclosure Statement”), and (ii) the Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority [Case No. 17-4780, ECF No. 3296] (the “Second Amended PREPA Plan”). On March 3, 2023, the Court entered (i) the Order (I) Approving Disclosure Statement, (II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving Solicitation Packages and Distribution Procedures,

(V) Approving Forms of Ballots and Voting and Election Procedures, (VI) Approving Notice of Non- Voting Status, (VII) Fixing Voting, Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures [Case No. 17-4780, ECF No. 3304] (the “Solicitation Procedures Order”) approving, among other things, the Second Amended Disclosure Statement as containing adequate information, and (ii) the Amended and Restated Order Establishing, Among Other Things, Procedures and Deadlines Concerning Objections to Confirmation and Discovery in Connection Therewith [Case No. 17-4780, ECF No. 3305], establishing certain confirmation discovery procedures and deadlines.

Pursuant to the Solicitation Procedures Order, the hearing to consider confirmation of the Second Amended PREPA Plan was scheduled to begin on July 17, 2023 (the “Confirmation Hearing”). However, on June 21, 2023, the Oversight Board filed the Urgent Motion of the Financial Oversight and Management Board for Puerto Rico for Suspension of Certain Confirmation Deadlines [Case No. 17- 4780, ECF No. 3782] requesting the Court suspend all confirmation-related dates and deadlines, including the dates for the Confirmation Hearing to allow the Oversight Board to consider certification of the fiscal plan for PREPA for fiscal year 2023 (the “2023 PREPA Fiscal Plan”) and its impact on the Second Amended PREPA Plan. That same day, the Court entered the Order Suspending Confirmation Deadlines [Case No. 17-4780, ECF No. 3783] suspending all deadlines established by, among other things, the Solicitation Procedures Order.

On June 23, 2023, following the certification of 2023 PREPA Fiscal Plan, the Oversight Board identified certain necessary amendments to the Second Amended PREPA Plan for it to be consistent with the certified 2023 PREPA Fiscal Plan. [Case No. 17-4780, ECF No. 3793].

On September 15, 2023, the Oversight Board filed (a) the Modified Third Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority [Case No. 17-4780, ECF No. 3959] (as may be amended, modified, or supplemented from time to time, the “Third Amended PREPA Plan”); (b) the Supplemental Disclosure Statement for Modified Third Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority [Case No. 17-4780, ECF No. 3961] (as may be amended, modified, or supplemented from time to time, the “Supplemental Disclosure Statement”); and (c) the Motion of Puerto Rico Electric Power Authority for Order (I) Approving Supplemental Disclosure Statement, (II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting and Election Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing Voting and Election Deadlines, and (VIII) Approving Vote Tabulation Procedures [Case No. 17-4780, ECF No. 3962] (the “Supplemental Disclosure Statement Approval Motion”). The Supplemental Disclosure Statement Approval Motion is currently scheduled for hearing on November 14, 2023.

As of the date hereof, the Supplemental Disclosure Statement has not been approved by the Title III Court and the Third Amended PREPA Plan has not been confirmed by the Title III Court. Upon its approval, the Supplemental Disclosure Statement and the Title III Court order approving it will be available at: https://cases.ra.kroll.com/puertorico, the case site for the Title III Case of PREPA. Once on the case site, click the link named “PREPA Solicitation Materials” on the left-hand side of the site under “Quick Links” to obtain a copy of these materials. Once approved, the Supplemental Disclosure Statement will also be made available to Uninsured Bondholders on Kroll’s website. If Uninsured Bondholders have questions, they can contact Kroll either by telephone (available 10:00 a.m. to 7:00 p.m. AST): (844) 822-9231 (toll free for U.S. and Puerto Rico) or by email to puertoricoballots@ra.kroll.com (reference “PREPA Plan of Adjustment” in the subject line). Please note that Kroll is not authorized to provide, and will not provide, legal advice.

All Uninsured Bondholders who execute the PSA shall have the right to rescind their joinder and withdraw from the PSA through and including the Participation Date (November 30, 2023) (the date of this notice through the Participation Date, the “Withdrawal Period”). Uninsured Bondholders who wish to withdraw from the PSA must notify their nominee/bank/broker to withdraw their election through DTC via DTC’s common practices and procedures during the Withdrawal Period to do so.

in the Sinking Fund on account of their Secured Bond Claims. The Unsecured Bond Claims of all Uninsured Bondholders will be classified together. As described above, those who timely join the PSA will receive cash and/or new bonds in the amount of forty-four and four tenths’ percent (44.4%) of their Unsecured New Revenue Claims, plus the first two-thirds (2/3) in amount who join the PSA will receive their pro rata share of the RSA Fee (along with any Monoline Insurers who join the PSA or otherwise settle with PREPA).

The RSA Fee will be distributed on a pro rata basis to holders of the first two-thirds (2/3) of Uninsured Bond Claims who execute the PSA, become Settling Bondholders, and provide the required information via Kroll’s E-Portal system. Upon submission of the required information via Kroll’s E-Portal system, holders will receive confirmation of their submission via email which will provide the date and time for which the submission is deemed complete.

Please Note: If you submit more than one form for the same Uninsured Bonds before the Participation Date, the latest dated submission will supersede any prior submissions.

Uninsured Bondholders who do not timely join the PSA will receive cash and/or new bonds in an amount of up to twelve and a half percent (12.5%) of their Unsecured Net Revenue Bond Claims. Such Uninsured Bondholders may receive substantially less if the appellate court concludes they have no unsecured claim against PREPA.

Additionally, as described above, the Title III Court has entered the Lien & Recourse Orders, determining the scope of the security interest and the allowance of the Bond claims. Certain parties, including the Oversight Board, may appeal or otherwise challenge the Lien & Recourse Orders. A ruling adverse to the bondholders in any appeal by the Oversight Board of the Title III Court’s allowance of any unsecured claim could eliminate the vast majority of the Non-Settling Bondholders’ claims, resulting in holders of such claims receiving treatment on their claims substantially less than the treatment provided to the Settling Bondholders’ claims. A favorable ruling to the bondholders in any appeal of the Lien & Recourse Orders could, among other things, require the Oversight Board to amend the Third Amended PREPA Plan to provide a better recovery to Non-Settling Bondholders, resulting in holders of Non-Settling Bondholders’ claims receiving treatment on their claims more than the treatment provided to the Settling Bondholders’ claims.

By executing the PSA, Settling Bondholders waive their right to object to confirmation of the Third Amended PREPA Plan and to pursue, assist in the prosecution of, or benefit from, any appeal of the Lien and Recourse Orders.

Overview of Certain Terms of PSA

holders of the first two-thirds (2/3) of Uninsured Bond Claims who execute the PSA, become Settling Bondholders, and provide the required information via Kroll’s E-Portal system. Upon submission of the required information via Kroll’s E-Portal system, bondholders will receive confirmation of their submission via email which will provide the date and time for which the submission is deemed complete.

·       Allowed Secured Bond Claim: Pursuant to the Third Amended PREPA Plan, on account of the Settling Bondholders’ Allowed Secured Bond Claims, payment in cash of their share of the funds deposited in the Sinking Fund as provided in the Trust Agreement.

·       Allowed Unsecured Bond Claim: Pursuant to the Third Amended PREPA Plan, on account of the Settling Bondholders’ Allowed Unsecured Bond Claim, each Settling Bondholder is entitled to receive from PREPA a minimum recovery of forty-four and four tenths’ percent (44.4%) of their Unsecured Net Revenue Claim, consisting of:

o   payment in cash of their pro rata share of forty-four and four tenths’ percent (44.4%) of their Unsecured Net Revenue Claim;

o   with respect to the Settling Bondholders’ Remaining Claim, after the above distribution is made on account of the Unsecured Net Revenue Claim, the Settling Bondholders will receive their pro rata share of the Net Remaining Plan Consideration, if any; and

o   with respect to the Settling Bondholders’ Remaining Claim, if any, after the above distributions are made on account of the Unsecured Net Revenue Claim, the Settling Bondholders will receive their pro rata share of the CVI-1 and CVI-2.

·       The total recovery to be received by Settling Bondholders under the Third Amended PREPA Plan is referred to herein as the “Settling Claims Recovery.”

·       Transfer Covenants: By signing the PSA, a Settling Bondholder agrees that it will transfer Uninsured Bonds solely in accordance with the terms of Section 6 of the PSA, as follows: to a transferee (i) that is a Settling Bondholder; or (ii) who becomes a Settling Bondholder by executing the joinder contained in Appendix C to the PSA.

·       Termination of the PSA: If any Uninsured Bondholder terminates the PSA as to itself in accordance with the terms of the PSA, such party will be restored to its original rights, subject to, and as more fully set forth in, the PSA.

Bondholders secured claim (the “Bond Collateral”), if any, minus the amount of the above distribution made on account of such Non-Settling Bondholders’ Allowed Secured Bond Claim or (ii) cash equal to the face amount of such Non-Settling Bondholders’ pro rata share of the Plan Consideration available after the Mandatory Plan Consideration Distribution but before the Initial Remaining Plan Consideration Distribution. ondhol

·       Allowed Unsecured Bond Claim: Pursuant to the Third Amended PREPA Plan, on account of the Non-Settling Bondholders’ Allowed Unsecured Bond Claim, each Non-Settling Bondholder is entitled to receive the following:

o   payment in cash of its pro rata share of twelve and a half percent (12.5%) of its Unsecured Net Revenue Claim; provided, however, that if the Deficiency Claim is determined to be Allowed in an amount less than the Unsecured Net Revenue Claim, then such Non-Settling Bondholder shall receive Plan Consideration equal to twelve and a half percent (12.5%) of such Non-Settling Bondholder’s pro rata share of such Allowed Deficiency Claim (for the avoidance of doubt, if the Deficiency Claim is Disallowed, such Non-Settling Bondholder shall receive zero);

o   with respect to the Non-Settling Bondholders’ Remaining Claim, after the above distribution is made on account of the Allowed Unsecured Bond Claim, the Non-Settling Bondholders will receive their pro rata share of the Net Remaining Plan Consideration, if any; and

o   with respect to the Non-Settling Bondholders’ Remaining Claim, if any, after the above distributions are made on account of the Allowed Unsecured Bond Claim, the Non-Settling Bondholders will receive their pro rata share of the CVI-1 and CVI-2.

The foregoing is not a complete summary and is qualified in its entirety by reference to the PSA and the Third Amended PREPA Plan. Beneficial owners and holders of Uninsured Bonds are encouraged to review the PSA and Third Amended PREPA Plan in their entirety. Beneficial owners and holders of Uninsured Bonds should consult their bank, broker, or other financial or legal advisor in deciding whether to agree to be bound by the terms of the PSA.

Rationale for Assignment of Alternative Identifying CUSIPs

Uninsured Bonds that became subject to the PSA prior to 5:00 p.m. ET on November 30, 2023. There are no tax consequences resulting from the administrative change of CUSIP in respect of your Uninsured Bond.

The new alternative identifying CUSIPs will mirror the attributes of the original PREPA securities. Holders of the existing PREPA securities highlighted in the Uninsured CUSIPs table of Exhibit A who participate in the RSA will receive a new CUSIP for each of their existing CUSIPs reflected in Exhibit C which will be distributed on a one for one basis. Settling Bondholders may receive their new alternative identifying CUSIP sometime after the commencement of solicitation of votes on PREPA’s Third Amended Plan. Upon issuance of the new alternative identifying CUSIPs through DTC, holders will be notified of their ability to vote on their new alternative identifying CUSIPs through Kroll’s customary solicitation and noticing procedures.

A beneficial owner of an Uninsured Bond that chooses not to join the PSA will continue to hold its Uninsured Bonds unchanged from its current form and under its original CUSIP. Beneficial owners are encouraged to monitor the Kroll and EMMA websites for future information concerning their Uninsured Bonds.

In the event that there is a termination of a PSA pursuant to Section 9 thereof prior to the commencement of distributions contemplated by the PSA, then, unless otherwise agreed to by the parties to the PSA, the Oversight Board shall employ its reasonable efforts to cause the reassignment of the original CUSIPs of Uninsured Bonds that had been subject to that PSA.

The procedures for receiving such alternative identifying CUSIPs are set forth below.

Procedures for Entering into the
PSA and Assignment of Replacement CUSIPs

Uninsured Bondholders who enter into the PSA do so with their understanding and their consent that their beneficial interests in Uninsured Bonds will be assigned a new replacement CUSIP to identify their beneficial interests in the Uninsured Bonds and their agreement to the terms of the PSA. The assignment of such replacement CUSIP is referred to herein as an “exchange” for these limited administrative purposes only. The exchange will be a one-for-one exchange. It is anticipated that the Bonds identified by their new CUSIP will be delivered at the direction of PREPA after the Participation Date of November 30, 2023. The new replacement CUSIPs will be exchanged on December 1, 2023 (the “Exchange Effective Date”), or as soon as practicably thereafter.

The Information and Tabulation Agent, on behalf of and as agent for PREPA, will establish an ATOP account (the “Joinder Account”) with respect to all Uninsured Bonds at DTC to allow holders of Uninsured Bonds to enter into the PSA.

Beneficial owners of Insured Bonds and First Bond Settlement Agreement Parties are not individually eligible to become party to the PSA and are not subject to the procedures set forth herein.

*         *          *

your PSA Consent Form, signature page to the PSA, wire instructions, and associated information. Please do not submit hard copies or emailed copies of the PSA Form. The E- Portal system is the only valid method of submission.

If you submit more than one of any documents above for the same Holder of Uninsured Bonds before the Participation Date, the latest dated submission will supersede any prior submissions.

Please note that transferring Uninsured Bonds into the Joinder Account alone is not sufficient to process the consent and exchange of a beneficial owner’s Uninsured Bonds. The PSA Consent Form, the signature page to the PSA, and the completed wire instructions for the RSA Fee, in the forms of Exhibit C, Exhibit D and Exhibit E hereto, respectively, must also be delivered to the Information and Tabulation Agent via Kroll’s E-portal to effectively process such consent and exchange. Failure to complete all the required steps above will result in rejection of the exchange and the holders of such Uninsured Bonds will be deemed to have not joined the PSA.

“Agent’s Message” means a message transmitted by DTC to, and received by, the Joinder Account and forming a part of the Book-Entry Confirmation that states that DTC has received an express acknowledgment from the participants in DTC described in such Agent’s Message, stating the aggregate principal amount of the Uninsured Bonds that have been tendered by such participants.

“Book-Entry Confirmation” means the confirmation of a book-entry transfer into the Joinder Account at DTC.

Questions or requests for additional information may be directed to the Information and Tabulation Agent at:

Kroll Restructuring Administration LLC Tel: +1 (646) 486-7944. E-Mail:

puertoricoballots@ra.kroll.com

Dated: September 29, 2023

In addition to completing the above form via Kroll’s E-Portal System, beneficial owners or their nominee (if permitted to sign on behalf of the beneficial owner) must provide a signature page to the PSA, in the form of Exhibit D.  The signature page must be attached to the holder’s submission through Kroll’s E-Portal System.  If a signature page to the PSA is not provided by the beneficial owner or its nominee (if authorized to do so), consent to the PSA will not be deemed effective.

EXECUTION BY AUTHORIZED SIGNATORY

This signature page is delivered under the terms of the notice provided to holders of uninsured Bonds issued by PREPA (the “Notice”), dated September 29, 2023, regarding an opportunity to become a Settling Bondholder party to a certain Plan Support and Settlement Agreement (the “PSA”) distributed to such holder pursuant to the Notice.

Capitalized terms used but not defined herein shall have the respective meanings given to them in the PSA or Notice, as applicable.

By signing below, the beneficial owner or its nominee/custodian (as authorized signatory for the beneficial owner) hereby certifies that (i) the PSA is executed and delivered by the person or entity detailed below, as the beneficial owner (or authorized signatory) of the Bonds listed in Exhibit C to the Notice, (ii) this signature page delivered to Kroll Restructuring Administration LLC (the “Information and Tabulation Agent”) by the person or entity detailed below contains a true and accurate schedule of the Bonds that are the property of beneficial owners who have delivered their instruction to join the PSA to their nominee/custodian or directly to the Information and Tabulation Agent, (iii) the undersigned is the beneficial owner or the nominee/custodian, through a position held at a securities depository, or in street name, of the Bonds set forth in such signature page, and (iv) the undersigned is or has the authority to act on behalf of such beneficial owners of Bonds.

DELIVERY

Please deliver this signature page to the Information and Tabulation Agent as instructed in the Notice.  No other methods will be accepted.

Please note:  Delivery of this signature page in a way other than as set out above will not constitute valid consent to the PSA.  Delivery of this signature page to PREPA or any other person other than the Information and Tabulation Agent, whether or not such person is party to the PSA, does not constitute delivery to the Information and Tabulation Agent.